Notice Regarding Disposal of Own Sharesas Restricted Stock Compensation

KANUMA, March 30, 2023

ContactNakanishi Inc. (the “Company”) hereby announces that it has resolved to dispose of its
own shares (the “Own Share Disposal” or “Disposal”) at the Board of Directors meeting
held today.

Investors
Daisuke Suzuki

Corporate Vice President & Group CFO

Masatoshi Akiya

1. Overview of the Disposal

Head of Corporate Communication

ir@nsk-nakanishi.co.jp(1) Date of the Disposal(2)

Class and number of shares to bedisposed ofApril 28, 2023

Media
3,500 shares of common stock of the Company

Nobue Ebihara

Corporate Communication Specialist(3) Price of the Disposal

JPY 2,608 per share(4) Total amount of the Disposal

JPY 9,128,000

Kazuki Takagi

Corporate Communication Specialist

Kyoko Toyoshima

Corporate Communication Specialist

pr@nsk-nakanishi.co.jp(5)

Allottees, number thereof, andnumber of shares to be disposed of

Directors of the Company (excluding Outside Directors):
1 person 1,500 shares
Corporate Vice Presidents who do not concurrently serve as
Directors of the Company: 6 persons 2,000 shares

2. Purposes and reasons of the Own Share Disposal
The Company resolved at the Board of Directors meeting held on February 9, 2023, to introduce arestricted stock compensation plan (the “Plan”) for the Company’s Directors (excluding Outside Directors,the “Eligible Directors”) and Corporate Vice Presidents who do not concurrently serve as Directors(collectively the “Eligible Directors, etc.”) with the aim of providing an incentive to improve the Company’s
corporate value over the medium to long term, as well as of further promoting sharing of value withshareholders. At the 71st Annual General Meeting of Shareholders held on March 30, 2023, it was approvedthat a monetary claim within a range of 500,000 thousand JPY per year (excluding, however, salaries for
employees of Directors who concurrently serve as employees), which was the amount of remuneration
for Directors approved at the 55th Annual General Meeting of Shareholders held on March 28, 2007, shallbe granted to the Eligible Directors as compensation to be used to contribute to the acquisition of therestricted stock under the Plan (the “Restricted Stock Compensation”), that up to 50,000 shares ofcommon stock of the Company shall be issued or disposed of annually, and that a restricted transfer
period of the restricted stock shall be three years, etc.
Based on the above, the Company determined today, in consultation with the Nomination and Remuneration
Committee and taking into consideration the purpose of the Plan, the Company’s business performance,
the scope of responsibilities of each of the Eligible Directors, etc., and various circumstances, to granta total of 9,128,000 JPY in monetary claims (the “Monetary Claims”) and a total of 3,500 shares ofcommon stock (the “Shares”) to the Eligible Directors, etc. In the Own Share Disposal, seven Eligible
Directors, etc. shall pay all of the Monetary Claims against the Company in the form of assets
contributed in kind and shall be allotted the Shares in accordance with the Plan.

3. Overview of the restricted stock allotment agreement
The Company and the Eligible Directors, etc. shall individually enter into a restricted stock allotment
agreement, an overview of which is as follows.
(1) Restricted transfer period
From April 28, 2023 to April 27, 2026
(2) Conditions for cancellation of transfer restrictions
Upon expiration of the restricted transfer period, the transfer restrictions shall be canceled under thecondition that the Eligible Directors, etc. have remained in the position of Directors of the Company(provided, however, that if the Eligible Directors, etc. are Corporate Vice Presidents who do not concurrently
serve as Directors, they shall be deemed to be Corporate Vice Presidents who do not concurrently
serve as Directors; the same shall apply hereinafter) for the duration of the restricted transfer period.
However, if the Eligible Directors, etc. resign or retire from their positions as Directors of the Company
due to the expiration of their terms of office, mandatory retirement age, or other justifiable reasons(including resignation or retirement due to death), the transfer restrictions shall be canceled as of thetime immediately following the resignation or retirement of the Eligible Directors, etc.

About Nakanishi Inc.
To achieve the mission of “To create
brilliant progress via innovative
grinding technology,” NSK has
continued to hone the three coretechnologies of high-speed rotary
technology, ultrasound technology
and micro motor technology.
Using these core technologies, NSK
will continue to provide innovative
products in the dental, surgical andindustrial fields, and keep
contributing toward the creation ofall kinds of progress, such as
bringing inspiration, happiness,benefits and joy to society andpeople.
NSK has three main locations fordevelopment and production; RD1,headquarters and A1 factory inKanuma, Japan.
The company’s shares are listed in
the Tokyo Stock Exchange.
Visit www.en.nakanishi-inc.jp
for more information about NakanishiInc. and our products.

Page 1

In the event that the Eligible Directors, etc. resign from the position of Directors of the Company due todeath, expiration of the terms of office, retirement, or other justifiable reasons, as of the time immediatelyfollowing such resignation, the transfer restrictions shall be canceled with respect to the number of theshares obtained by dividing the number of months from the month containing the date of the Disposal
to the month containing the date of such resignation by 12 (if the calculation results in a number exceeding
1, the number shall be 1), multiplied by the number of the Shares (if the calculation results in a fraction
less than one share, such fraction shall be rounded down).
(3) Acquisition without consideration by the Company
The Company shall acquire, by rights and without consideration, the allotted shares for which the transfer
restrictions are not canceled at the time of cancellation of the transfer restrictions as set forth in (2) above.
(4) Management of shares
The allotted shares shall be managed in an exclusive account opened by the Eligible Directors, etc. at asecurities company designated by the Company during the restricted transfer period so that they cannot
be transferred, created as a security interest, or otherwise disposed of during the restricted transfer period.
In order to ensure the effectiveness of the transfer restrictions, etc. of the allotted shares, the Company
has entered into an agreement with such securities company in relation to the management of theaccount for the allotted shares held by each of the Eligible Directors, etc. The Eligible Directors, etc.
shall agree to the details of the management of such account.
(5) Handling at the time of organizational restructuring, etc.
If, during the restricted transfer period, a merger agreement under which the Company is to be dissolved,
a share exchange agreement or share transfer plan under which the Company is to become a wholly
owned subsidiary, or any other matters relating to organizational restructuring, etc. are approved at aGeneral Meeting of Shareholders of the Company (however, if such organizational restructuring, etc.
does not require approval at a General Meeting of Shareholders of the Company, the Board of Directors
meeting of the Company), the transfer restrictions shall be, by a resolution of the Board of Directors,
canceled prior to the effective date of the organizational restructuring, etc. with respect to the numberof the shares obtained by multiplying the number of the allotted shares held as of such time by thenumber obtained by dividing the number of months from the month containing the date of the Disposal
to the month containing the date of such approval by 12 (if the calculation results in a number exceeding 1,
the number shall be 1) (if the calculation results in a fraction less than one share, such fraction shall be
rounded down). In such case, the Company shall acquire, by rights and without consideration, the allottedshares for which the transfer restrictions have not been canceled as of the time immediately following
the cancellation of the transfer restrictions.

4. Basis for calculation of paid-in amount and specific details thereof
In order to eliminate arbitrariness, the amount to be paid in for the Own Share Disposal to each of theEligible Directors, etc. is set at 2,608 JPY, which is the closing price of the Company’s common stockon the Tokyo Stock Exchange on the business day immediately preceding the date of the Board ofDirectors’ resolution (March 29, 2023). This is the market share price immediately prior to the date ofthe Board of Directors’ resolution, and the Company believes that it is reasonable and does not
represent a particularly favorable price.

Note:
This document is a translation of the original Japanese document and is only for reference purposes. All readers
are recommended to refer to the original version in Japanese of the release for complete information.
source:Nakanishi Inc. www.nakanishi-inc.jp/ir/irnews

Page 2